EX-10.1






AMENDED AND RESTATED AGREEMENT




THIS AMENDED AND RESTATED AGREEMENT, effective as of December 7, 2016 (the “Restatement
Effective Date”) by and between CME Group Inc. (“Employer” or “CME”), a Delaware corporation,
having its principal place of business at 20 South Wacker Drive, Chicago, Illinois, and Terrence A.
Duffy (“Executive”).



R E C I T A L S:




WHEREAS, Employer wishes to continue to retain the services of Executive in the capacity of
Chairman and Chief Executive Officer, upon the terms and conditions hereinafter set forth and
Executive wishes to continue such employment; and



WHEREAS, Employer and Executive wish to amend and restate the Agreement entered into by them
and effective as of November 11, 2015 (the “Original Effective Date”) and agree to be bound by the
terms of this Agreement.



NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties mutually
agree as follows:




	1.	 	Employment. Subject to the terms of the Agreement, Employer hereby agrees to employ
Executive during the Agreement Term (as hereinafter defined) as Chairman and Chief Executive
Officer and Executive hereby accepts such employment. Executive shall perform such duties as
have been associated with the offices of Chairman and Chief Executive Officer and such other
duties commensurate with such positions as Executive and the Company’s Board of Directors (the
“Board”) may mutually agree. Executive shall devote his full time, ability and attention to
the business of Employer during the Agreement Term. During the Agreement Term, Executive
shall comply with the Company’s share ownership guidelines as in effect from time to time.
Executive will be nominated as a member of the Board during the Agreement Term.






Nothing in the Agreement shall preclude Executive from participating in the affairs of any
governmental, educational or other charitable institution and serving as a member of the
board of directors of a corporation, except for a competitor of Employer, provided Executive
notifies the Governance Committee of the Board prior to his participating in any such
activities and as long as the Governance Committee does not determine that any such
activities interfere with or diminish Executive’s obligations under the Agreement.
Executive shall be entitled to retain all fees and other compensation derived from such
activities, in addition to the compensation and other benefits payable to him under the
Agreement, but shall disclose such fees to Employer.




	2.	 	Agreement Term. Executive shall be employed hereunder for a term which commences on
the Restatement Effective Date and expires on December 31, 2020 (“Agreement Term”). The
Agreement Term shall be subject to early termination as set forth herein.






	3.	 	Compensation.






	 	(a)	 	Annual Base Salary. During the Agreement Term, Employer shall pay to
Executive a base salary at a rate not less than $1,500,000 per year (“Base Salary”),
payable in accordance with the Employer’s normal payment schedule.






	 	(b)	 	Bonuses. During the Agreement Term, Executive shall be eligible to
participate in the Employer’s Annual Incentive Plan (the “AIP”) as in effect from time
to time. Commencing as of January 1, 2016, Executive’s target bonus opportunity under
the AIP shall be 150% of the base salary paid in the plan year and commencing as of
January 1, 2017, Executive’s target bonus opportunity under the AIP shall be 175% of
the base salary paid in the plan year. For the avoidance of doubt, the Compensation
Committee of the Board retains the discretion to determine the actual bonus amount to
be paid for each plan year, subject to the terms of the AIP.






	 	(c)	 	Equity Compensation. During the Agreement Term, Executive shall be
eligible to participate in the CME Group Inc. Amended and Restated Omnibus Stock Plan
(“Plan”) as in effect from time to time. As of January 1, 2016, Executive’s target
grant date value opportunity under the Plan shall be 300% of Base Salary. As of
January 1, 2017, Executive’s target grant date value opportunity under the Plan shall
be 350% of Base Salary. For the avoidance of doubt, the Compensation Committee of the
Board retains the discretion to determine the actual grant date value for each plan
year, subject to the terms of the Plan.






	4.	 	Change of Control Provisions. In the event of a “Change of Control” (as defined in
the Plan) that occurs prior to Executive’s termination of employment with the Employer, all
options and time-vesting restricted shares previously granted to Executive, whether during the
Agreement Term or otherwise, will have vesting accelerated so as to become 100% vested;
provided, however that any awards granted following the Original Effective Date the vesting of
which is contingent upon the attainment of performance goals shall have the continued
employment requirement applicable to such award waived and shall become vested or shall be
forfeited solely based on the actual performance measured over the full performance term
(unless a more favorable treatment is provided in the agreement evidencing the particular
award or applies to the award pursuant to the operation of the applicable plan under which the
award was granted, in which case such more favorable treatment will apply). Thereafter, the
options will continue to be subject to the terms, definitions and provisions of the Plan and
any related option agreement. If Executive is involuntarily terminated without Cause within
sixty (60) days prior to a Change of Control, all unvested options and time-vesting restricted
            shares which would have been outstanding had Executive been employed on the date of Change of
Control become 100% vested; provided, however that any awards granted following the Original
Effective Date the vesting of which is contingent upon the attainment of performance goals
shall have the continued employment requirement applicable to such award waived and shall
become vested or shall be forfeited solely based on actual performance measured over the full
performance term (unless a more favorable treatment is provided in the agreement evidencing
the particular award or applies to the award pursuant to the operation of the applicable plan
under which the award was granted, in which case such more favorable treatment will apply).
Employer shall cause the Plan and all future grants thereunder to permit Executive to transfer
awards granted thereunder for estate and tax planning purposes to members of Executive’s
immediate family or to one or more trusts for the benefit of such family members, partnerships
in which such family members are the only partners, or corporations in which such family
members are the only stockholders.






	5.	 	Benefits. Executive shall be entitled to insurance, vacation and other employee
benefits commensurate with his position in accordance with Employer’s policies for executives
in effect from time to time. Executive acknowledges receipt of a summary of Employer’s
employee benefits policies in effect as of the date of this Agreement. In addition, Employer
shall provide Executive with life insurance and long-term disability coverage consistent with
the programs in place for other executives of Employer (which is currently equal to two-thirds
of Executive’s Base Salary upon Executive’s disability (up until age 65) and three times
Executive’s Base Salary in the form of life insurance provided or underwritten by Employer).
In the event that the provision of life insurance coverage results in taxable income to
Executive’s beneficiaries upon his death, Employer shall pay an additional amount sufficient
to put Executive’s beneficiaries in the same after-tax position as if the life insurance
benefits had been provided under an insured life insurance plan.






	6.	 	Expense Reimbursement. During the Agreement Term, Employer shall reimburse
Executive, in accordance with Employer’s policies and procedures, for all proper expenses
incurred by him in the performance of his duties hereunder.






	7.	 	Termination. Executive’s employment as Chairman and Chief Executive Officer shall
terminate upon the occurrence of any of the following events. Upon any termination of
Executive’s employment for any reason, Executive agrees to resign and shall be deemed to have
resigned as a member of the Board.






	 	(a)	 	Death. Upon the death of Executive, this Agreement shall automatically
terminate and all rights of Executive and his heirs, executors and administrators to
compensation and other benefits under this Agreement shall cease, except that (i)
compensation which shall have accrued to the date of death, including accrued Base
Salary, and other employee benefits to which Executive is entitled upon his death,
shall be paid or provided in accordance with the terms of the plans and programs of
CME, (ii) all stock option, SAR, time-vesting restricted stock and time vesting
restricted stock unit awards granted after November 4, 2010 will become fully vested
(and in the case of option and SAR awards shall remain exercisable for 48 months
following termination (but not beyond the maximum term of the award)) and (iii) all
equity or equity-based awards the vesting of which is contingent upon the attainment of
performance goals shall vest at target level of performance and become payable within
thirty (30) days following the date of death.






	 	(b)	 	Disability. Employer may, at its option, terminate this Agreement upon
written notice to Executive if Executive, because of physical or mental incapacity or
disability, fails to perform the essential functions of his position required of him
hereunder for a continuous period of 90 days or any 120 days within any 12month period.
Upon such termination, all obligations of Employer hereunder shall cease, except that
(i) compensation which shall have accrued to the date of disability, including accrued
Base Salary, and other employee benefits to which Executive is entitled upon his
disability, shall be paid or provided in accordance with the terms of the plans and
programs of CME, (ii) all stock option, SAR, time-vesting restricted stock and
time-vesting restricted stock unit awards granted after November 4, 2010 will become
fully vested (and in the case of option and SAR awards shall remain exercisable for 48
months following termination (but not beyond the maximum term of the award)), (iii) all
equity or equity-based awards the vesting of which is contingent upon the attainment of
performance goals shall vest at target level of performance and become payable within
thirty (30) days following the date of such termination of employment; and (iv)
Executive shall be entitled to the medical benefits described in Section 7(f). In the
event of any dispute regarding the existence of Executive’s disability hereunder, the
matter shall be resolved by a majority of the independent directors on the Board.






	 	(c)	 	Cause. Employer may, at its option, terminate Executive’s employment
under this Agreement for Cause. As used in this Agreement, the term “Cause” shall mean
any one or more of the following:






	 	(1)	 	any refusal by Executive to perform his duties and
responsibilities under this Agreement, as determined after investigation by the
Board. Executive, after having been given written notice by Employer, shall
have seven (7) days to cure such refusal;






	 	(2)	 	any intentional act of fraud, embezzlement, theft or
misappropriation of Employer’s funds by Executive, as determined after
investigation by the Board, or Executive’s admission or conviction of a felony
or of any crime involving moral turpitude, fraud, embezzlement, theft or
misrepresentation;






	 	(3)	 	any gross negligence or willful misconduct of Executive
resulting in a financial loss or liability to the Employer or damage to the
reputation of Employer, as determined after investigation by the Board;






	 	(4)	 	any breach by Executive of any one or more of the covenants
contained in Section 8, 9 or 10 hereof; or






	 	(5)	 	any violation of any rule, regulation or guideline imposed by
CME or a regulatory or self regulatory body having jurisdiction over Employer,
as determined after investigation by the Board.






The exercise of the right of CME to terminate this Agreement pursuant to this
Section 7(c) shall not abrogate any other rights or remedies of CME in respect of
the breach giving rise to such termination.




If Employer terminates Executive’s employment for Cause, Executive shall be entitled
to accrued Base Salary through the date of the termination of his employment, other
employee benefits to which Executive is entitled upon his termination of employment
with Employer, in accordance with the terms of the plans and programs of CME. Upon
termination for Cause, Executive will forfeit any unvested or unearned compensation
and long-term incentives, unless otherwise specified in the terms of the plans and
programs of CME.




	 	(d)	 	Termination Without Cause. Upon 30 days prior written notice to
Executive, the Board of Directors, by vote of a majority of the independent directors
may terminate this Agreement for any reason other than a reason set forth in paragraphs
(a), (b) or (c) of this Section 7. If, during the Agreement Term, the employment of
Executive hereunder is terminated by Employer for any reason other than a reason set
forth in subsections (a), (b) or (c) of this Section 7:






	 	(1)	 	Executive shall be entitled to receive accrued Base Salary
through the date of the termination of his employment, and other employee
benefits to which Executive is entitled upon his termination of employment with
Employer, in accordance with the terms of the plans and programs of Employer;






	 	(2)	 	subject to Executive’s execution and delivery prior to the
Release Deadline (as defined below) of a general release in a form and of a
substance satisfactory to Employer, Executive shall be entitled to receive a
one time lump sum severance payment equal to two times Executive’s annual Base
Salary, which shall be paid within 14 days of the later of the delivery of such
general release to Employer or the date on which such general release becomes
irrevocable. For purposes hereof, the “Release Deadline” means the deadline
prescribed by Employer for the execution of the general release described in
this paragraph (d)(2) of Section 7, which deadline shall in no event be later
than 60 days following the date Executive’s employment terminates;






	 	(3)	 	subject to Executive’s execution and delivery prior to the
Release Deadline (as defined below) of a general release in a form and of a
substance satisfactory to Employer, (i) all stock option, SAR, time-vesting
restricted stock and time-vesting restricted stock unit awards granted after
November 4, 2010 shall become fully vested (and in the case of option and SAR
awards shall remain exercisable for 48 months following termination (but not
beyond the maximum term of the award)) and (ii) all equity or equity-based
awards the vesting of which is contingent upon the attainment of performance
goals shall have the continued employment requirement applicable to such award
waived and shall become vested or shall be forfeited solely based on actual
performance measured over the full performance term; and






	 	(4)	 	Executive shall be entitled to the medical benefits described
in Section 7(f).






	 	(e)	 	Voluntary Termination.






	 	(1)	 	Upon 90 days prior written notice to CME (or such shorter
period as may be permitted by CME), Executive may voluntarily terminate his
employment with CME prior to the end of the Agreement Term for any reason. If
Executive voluntarily terminates his employment pursuant to this subsection
(e), he shall be entitled to receive accrued Base Salary through the date of
the termination of his employment and other employee benefits to which
Executive is entitled upon his termination of employment with CME, in
accordance with the terms of the plans and programs of CME.






	 	(2)	 	In addition, if Executive voluntarily terminates his employment
during the Agreement Term within the 30 day period immediately following a
material diminution of Executive’s title, duties, power or authority without
Executive’s written consent, then such termination of employment will be
treated as a termination of employment without Cause under Section 7(d) hereof.
For the avoidance of doubt, if Executive is nominated for service on the Board
in accordance with Employer’s by-laws, but is not elected to the Board by
Employer’s shareholders and Executive’s management title, duties, power and
authority are not otherwise materially diminished, Executive shall not be
entitled to terminate his employment under this Section 7(e)(2).






	 	(f)	 	Upon a termination of Executive’s employment described in Section 7(b), 7(d),
7(e) or 7(h), Executive shall be entitled to elect to continue coverage for himself and
his eligible dependents, for up to 48 months following employment termination, under
the medical and dental plans of Employer in which Executive was participating
immediately prior to such employment termination. Executive’s monthly cost for such
coverage shall be (i) the applicable COBRA premium for such coverage (which cost shall
be applicable during the eighteen (18) month period following termination) and (ii) the
monthly premium cost paid by Employer for Executive’s coverage (which cost shall be
applicable following expiration of the 18 month COBRA period). Upon or prior to the
commencement of each 12 month period during the 48 month continuation period, Executive
shall inform Employer whether Executive elects to continue coverage in accordance with
this Section 7(f) for such 12 month period. In the event that Executive elects to
continue such coverage following a termination described in Section 7(b) or 7(d),
Employer shall pay to Executive an amount, in a lump sum within 30 days following the
commencement of such 12 month period, equal to 150% of Executive’s total potential
monthly cost for such coverage for such 12 month period (based upon the rates in effect
at the time of such election). No payment will be made if (and to the extent)
Executive does not elect to continue coverage. Notwithstanding the foregoing timing
requirements, with respect to the initial 12 month period, payment of the lump sum
amounts payable under this Section 7(f) up to the maximum amount allowed for de minimis
payments under IRS Code Section 409A (“Section 409A”) shall be paid within fourteen
(14) days of termination of Executive’s employment. The remainder of the lump sum
amounts with respect to the first 12 month period, if any, shall be paid six (6) months
after the date Executive terminates employment. Notwithstanding anything in this
Section 7(f) to the contrary, (i) Executive’s continued coverage under such plans shall
end upon the date, if any, when Executive obtains comparable coverage (as compared to
the coverage provided under the applicable plans of Employer) from a subsequent
employer of Executive or Executive’s spouse. .






	 	(g)	 	All awards of options and shares granted prior to November 4, 2010 shall be
governed by the terms and conditions of such awards at the time of grant.






	 	(h)	 	Notwithstanding any other provision of this Agreement, if Executive is employed
by Employer on December 31, 2017 then, subject to Executive’s execution and delivery
prior to December 31, 2017 of a general release in a form and of a substance
satisfactory to Employer, all then-outstanding equity or equity-based awards granted
after November 4, 2010 and prior to the Original Effective Date shall be treated in the
manner described in clauses (3)(i) and (3)(ii) of Section 7(d) (as applicable) except
to the extent that the application of such treatment would result in the imposition of
tax on an Executive pursuant to IRS Code Section 409A (in which case such treatment
will occur upon the earliest date which will not result in the imposition of such tax).
Executive acknowledges that the application of this Section 7(h) may result in the
imposition of taxes on Executive with respect to equity or equity-based awards at the
time of vesting and agrees to pay to Employer any withholding amounts with respect to
such awards at the time determined by the Employer. In addition, if Executive is
employed by Employer on December 31, 2017 and his employment terminates on or after
December 31, 2017 other than for any reason set forth in the definition of Cause under
Section 7(c) hereof, Executive shall be entitled following such termination to the
medical benefits described in Section 7(f).






Furthermore, notwithstanding any other provision of this Agreement, if Executive is
employed by Employer on December 31, 2020 then, subject to Executive’s execution and
delivery prior to December 31, 2020 of a general release in a form and of a
substance satisfactory to Employer, all then-outstanding equity or equity-based
awards granted after the Original Effective Date shall be treated in the manner
described in clauses (3)(i) and (3)(ii) of Section 7(d) (as applicable) except to
the extent that application of such treatment would result in the imposition of tax
on Executive pursuant to IRS Code Section 409A (in which case such treatment will
occur upon the earliest date which will not result in the imposition of such tax).
Executive acknowledges that the application of this Section 7(h) may result in the
imposition of taxes on Executive with respect to equity or equity-based awards at
the time of vesting and agrees to pay Employer any withholding amounts with respect
to such awards at the time determined by the Employer.




	8.	 	Confidential Information and Non-Compete. Executive acknowledges that the successful
development of CME’s services and products, including CME’s trading programs and systems,
current and potential customer and business relationships, and business strategies and plans
requires substantial time and expense. Such efforts generate for CME valuable and proprietary
information (“Confidential Information”) which gives CME a business advantage over others who
do not have such information. Confidential information includes, but is not limited to the
following: trade secrets, technical, business, proprietary or financial information of CME not
generally known to the public, business plans, proposals, past and current prospect and
customer lists, trading methodologies, systems and programs, training materials, research data
bases and computer software; but shall not include information or ideas acquired by Executive
prior to his employment with CME if such pre-existing information is generally known in the
industry and is not proprietary to CME.






	 	(a)	 	Executive shall not at anytime during the Agreement Term or
thereafter, make use of or disclose, directly or indirectly to any competitor
or potential competitor of CME, or divulge, disclose or communicate to any
person, firm, corporation, or other legal entity in any manner whatsoever, or
for his own benefit and that of any person or entity other than Employer, any
Confidential Information. This subsection shall not apply to the extent
Executive is required to disclose Confidential Information to any regulatory
agency or as otherwise required by law; provided, however, that Executive will
promptly notify Employer if Executive is requested by any entity or person to
divulge Confidential(b) Information, and will use his best efforts to
ensure that Employer has sufficient time to intervene and/or object to such
disclosure or otherwise act to protect its interests. Executive shall not
disclose any Confidential Information while any such objection is pending.






	 	(c)	 	Executive agrees that during the Agreement Term and for a
period of one (1) year following the termination of Executive’s employment with
CME for any reason, Executive shall not (i) be employed in an executive or
managerial capacity by, or (ii) provide, whether as an employee, partner,
independent contractor, consultant or otherwise, any services of an executive
or managerial nature, or any services similar to those provided by Executive to
CME or any subsidiary or affiliate company (any such entity, a “CME Group
entity”) during Executive’s employment with any CME Group entity, to any
Competing Business. For the purposes of this Agreement, “Competing Business”
shall mean any business that is engaged in the same business or businesses of
any CME Group entity (including any prospective business in which any CME Group
entity is planning to engage). Executive acknowledges and agrees that the
restrictions contained in this Section 8(b) are reasonable and necessary to
protect CME’s legitimate interests in its customer and employee relationships,
goodwill and Confidential Information.






	 	(d)	 	Upon termination for any reason, Executive shall return to
Employer all records, memoranda, notes, plans, reports, computer tapes and
equipment, software and other documents or data which constitute Confidential
Information which he may then possess or have under his control (together with
all copies thereof) and all credit cards, keys and other materials and
equipment which are Employer’s property that he has in his possession or
control.






	 	(e)	 	If, at any time of enforcement of this Section 8, a court holds
that the restrictions stated herein are unreasonable, the parties hereto agree
that a maximum period, scope or geographical area reasonable under the
circumstances shall be substituted for the stated period, scope or area and
that the court shall be allowed to revise the restrictions contained herein to
cover the maximum period, scope and area permitted by law.






	 	9.	 	Non-solicitation.






	 	(a)	 	General. Executive acknowledges that Employer invests
in recruiting and training, and shares Confidential Information with, its
employees. As a result, Executive acknowledges that Employer’s employees are
of special, unique and extraordinary value to Employer.






	 	(b)	 	Non-solicitation. Executive further agrees that for a
period of one (1) year following the termination of his employment with CME for
any reason he shall not in any manner, directly or indirectly, induce or
attempt to induce any employee of CME to terminate or abandon his or her
employment with CME for any purpose whatsoever.






	 	(c)	 	Reformation. If, at any time of enforcement of this
Section 9, a court holds that the restrictions stated herein are unreasonable,
the parties hereto agree that the maximum period, scope or geographical area
reasonable under the circumstances shall be substituted for the stated period,
scope or area and that the court shall be allowed to revise the restrictions
contained herein to cover the maximum period, scope and area permitted by law.






	10.	 	Intellectual Property. During the Agreement Term, Executive shall disclose to CME
and treat as confidential information all ideas, methodologies, product and technology
applications that he develops during the course of his employment with CME that relates
directly or indirectly to CME’s business. Executive hereby assigns to CME his entire right,
title and interest in and to all discoveries and improvements, patentable or otherwise, trade
secrets and ideas, writings and copyrightable material, which may be conceived by Executive or
developed or acquired by him during his employment with CME, which may pertain directly or
indirectly to the business of the CME. Executive shall at any time during or after the
Agreement Term, upon CME’s request, execute, acknowledge and deliver to CME all instruments
and do all other acts which are necessary or desirable to enable CME to file and prosecute
applications for, and to acquire, maintain and enforce, all patents, trademarks and copyrights
in all countries with respect to intellectual property developed or which was being developed
during Executive’s employment with CME.






	11.	 	Remedies. Executive agrees that given the nature of CME’s business, the scope and
duration of the restrictions in paragraphs 8, 9 and 10 are reasonable and necessary to protect
the legitimate business interests of CME and do not unduly interfere with Executive’s career
or economic pursuits. Executive recognizes and agrees that a breach of any or all of the
provisions of Sections 8, 9 and 10 will constitute immediate and irreparable harm to CME’s
business advantage, for which damages cannot be readily calculated and for which damages are
an inadequate remedy. Accordingly, Executive acknowledges that CME shall therefore be
entitled to seek an injunction or injunctions to prevent any breach or threatened breach of
any such section. Such injunctive relief shall not be Employer’s sole remedy. Executive
agrees to reimburse CME for all costs and expenses, including reasonable attorney’s fees and
costs, incurred by CME in connection with the successful enforcement of its rights under
Sections 8, 9 and 10 of this Agreement.






	12.	 	Survival. Sections 7(h), 8, 9, 10, 11 and 13 of this Agreement (and, as applicable,
the provisions referenced herein) shall survive and continue in full force and effect in
accordance with their respective terms, notwithstanding any termination of the Agreement.






	13.	 	Arbitration. Except with respect to Sections 8, 9, and 10, any dispute or
controversy between CME and Executive, whether arising out of or relating to this Agreement,
the breach of this Agreement, or otherwise, shall be settled by arbitration in Chicago,
Illinois, in accordance with the following:






	 	(a)	 	Arbitration hearings will be conducted by the American Arbitration Association
(AAA). Except as modified herein, arbitration hearings will be conducted in accordance
with AAA’s rules.






	 	(b)	 	State and federal laws contain statutes of limitation which prescribe the time
frames within which parties must file a law suit to have their disputes resolved
through the court system. These same statutes of limitation will apply in determining
the time frame during which the parties must file a request for arbitration.






	 	(c)	 	If Executive seeks arbitration, Executive shall submit a filing fee to the AAA
in an amount equal to the lesser of the filing fee charged in the state or federal
court in Chicago, Illinois. The AAA will bill Employer for the balance of the filing
and arbitrator’s fees.






	 	(d)	 	The arbitrator shall have the same authority to award (and shall be limited to
awarding) any remedy or relief that a court of competent jurisdiction could award,
including compensatory damages, attorney fees, punitive damages and reinstatement.
Employer and Executive may be represented by legal counsel or any other individual at
their own expense during an arbitration hearing.






	 	(e)	 	Judgment on the award rendered by the arbitrator may be entered in any court
having jurisdiction thereof.






	 	(f)	 	Except as necessary in court proceedings to enforce this arbitration provision
or an award rendered hereunder, or to obtain interim relief, neither a party nor an
arbitrator may disclose the existence, content or results of any arbitration hereunder
without the prior written consent of CME and Executive.






	14.	 	Notices. All notices and other communications required or permitted hereunder shall
be in writing and shall be deemed given when (i) delivered personally or by overnight courier
to the following address of the other party hereto (or such other address for such party as
shall be specified by notice given pursuant to this Section) or (ii) sent by facsimile to the
following facsimile number of the other party hereto (or such other facsimile number for such
party as shall be specified by notice given pursuant to this Section), with the confirmatory
copy delivered by overnight courier to the address of such party pursuant to this Section 14:






If to CME, to:




Board of Directors


c/o Chairman of the Governance Committee


CME Group Inc.


20 South Wacker Drive


Chicago, IL 60606


(312) 9303100




With a copy to:




Kathleen M. Cronin


Senior Managing Director, General Counsel and Corporate Secretary


CME Group Inc.


20 South Wacker Drive


Chicago, IL 60606


(312) 9303488




If to Executive, to:




Terrence A. Duffy


[redacted]




	15.	 	Severability. Whenever possible, each provision of this Agreement shall be
interpreted in such manner as to be effective and valid under applicable law, but if any
provision of this Agreement is held to be invalid, illegal or unenforceable in any respect
under applicable law or rule in any jurisdiction, such invalidity, illegality or
unenforceability shall not affect the validity, legality or enforceability of any other
provision of this Agreement or the validity, legality or enforceability of such provision in
any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such
jurisdiction as if such invalid, illegal or unenforceable provision had never been contained
herein.






	16.	 	Entire Agreement. This Agreement constitutes the entire Agreement and understanding
between the parties with respect to the subject matter hereof and supersedes and preempts any
prior understandings, agreements or representations by or between the parties, written or
oral, which may have related in any manner to the subject matter hereof, including, without
limitation, the Agreement, signed as of November 9, 2010 and effective as of November 4, 2010,
as amended as of April 6, 2011, the Agreement effective as of April 18, 2012, the Agreement
effective as of February 5, 2014 and the prior version of this Agreement, effective as of
November 11, 2015 (the “Predecessor Agreements”). No other agreement or amendment to this
Agreement shall be binding upon either party including, without limitation, any agreement or
amendment made hereafter unless in writing, signed by both parties. Executive acknowledges
that each of the parties has participated in the preparation of this Agreement and for
purposes of principles of law governing the construction of the terms of this Agreement, no
party shall be deemed to be the drafter of the same.






	17.	 	Successors and Assigns. This Agreement shall be enforceable by Executive and his
heirs, executors, administrators and legal representatives, and by CME and its successors and
assigns.






	18.	 	Governing Law. This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Illinois without regard to principles of conflict of
laws.






	19.	 	Acknowledgment. Executive acknowledges that he has read, understood, and accepts the
provisions of this Agreement.






	20.	 	IRS Code Section 409A. The intent of the parties is that payments and benefits under
this Agreement comply with Section 409A, to the extent subject thereto, and accordingly, to
the maximum extent permitted, this Agreement shall be interpreted and administered to be in
compliance therewith. Notwithstanding anything contained herein to the contrary, Executive
shall not be considered to have terminated employment with Employer for purposes of any
payments under this Agreement which are subject to Section 409A until Executive would be
considered to have incurred a “separation from service” from Employer within the meaning of
Section 409A. Each amount to be paid or benefit to be provided under this Agreement shall be
construed as a separate identified payment for purposes of Section 409A, and any payments
described in this Agreement that are due within the “short term deferral period” as defined in
Section 409A shall not be treated as deferred compensation unless applicable law requires
otherwise. Without limiting the foregoing and notwithstanding anything contained herein to
the contrary, to the extent required in order to avoid accelerated taxation and/or tax
penalties under Section 409A, amounts that would otherwise be payable and benefits that would
otherwise be provided pursuant to this Agreement during the six-month period immediately
following Executive’s separation from service shall instead be paid on the first business day
after the date that is six months following Executive’s separation from service (or, if
earlier, Executive’s death). To the extent required to avoid accelerated taxation and/or tax
penalties under Section 409A, amounts reimbursable to Executive under this Agreement shall be
paid to Executive on or before the last day of the year following the year in which the
expense was incurred and the amount of expenses eligible for reimbursement (and in-kind
benefits provided to Executive) during any one year may not effect amounts reimbursable or
provided in any subsequent year.





IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first
written above.



	 	 	 
	CME Group Inc.

By: /s/ Larry Gerdes

	 	Terrence A. Duffy

/s/ Terrence A. Duffy
	 

	 	

	Larry Gerdes

Chairman, Compensation Committee